M&A - CHIMERIX INC

Form Type: 8-K

Filing Date: 2025-04-21

Corporate Action: Merger

Type: New

Accession Number: 000119312525087237

Filing Summary: Chimerix, Inc. has completed its merger with Jazz Pharmaceuticals Public Limited Company on April 21, 2025, following a successful tender offer wherein 84,845,016 shares were validly tendered. The offer price was set at $8.55 per share, and it expired on April 17, 2025. As a result of the merger, Chimerix became an indirect wholly owned subsidiary of Jazz Pharmaceuticals. A significant number of adjustments to options and warrants were also made consistent with the merger terms, including cancellation of unexercised options and conversion of certain restricted stock units into cash payments based on the offer price. The company has notified Nasdaq to suspend trading and delist its shares as a result of the merger. Changes in control of the company's board and executive officers were noted, effective as of the merger date, with all directors resigning and new directors appointed, including Alan Campion as Chief Financial Officer.

Form Type: POS AM

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312525087254

Filing Summary: Chimerix, Inc. has filed a Post-Effective Amendment (POS AM) to terminate the effectiveness of its Registration Statement on Form S-3 (File No. 333-277505), following its merger with Jazz Pharmaceuticals Public Limited Company as per the Agreement and Plan of Merger dated March 4, 2025. On April 21, 2025, Purchaser merged with Chimerix, making Chimerix an indirect wholly owned subsidiary of Jazz. Consequently, all offerings of securities previously registered under the Registration Statement are now terminated, and any unsold securities have been deregistered. This amendment amends the Registration Statement to reflect this termination.

Form Type: S-8 POS

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312525087257

Filing Summary: On April 21, 2025, Chimerix, Inc. filed a Post-Effective Amendment No. 1 to multiple Registration Statements on Form S-8, primarily addressing the deregistration of unsold securities following a merger. According to the Merger Agreement dated March 4, 2025, Chimerix merged with Jazz Pharmaceuticals Public Limited Company, with Chimerix becoming an indirect wholly owned subsidiary of Jazz. This filing terminates all offerings of its securities outlined in previously mentioned Registration Statements. Consequently, the amendments not only terminate the effectiveness of these Registration Statements but also unregister any securities that remain unsold as of the filing date. There are no securities currently registered.

Form Type: S-8 POS

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312525087262

Filing Summary: On April 21, 2025, Chimerix, Inc. filed a Post-Effective Amendment to its Registration Statements on Form S-8, which includes several previous registration statements aggregating a total of approximately 24 million shares of common stock. This filing reflects the completion of a merger with Jazz Pharmaceuticals Public Limited Company, whereby Purchaser merged with and into Chimerix, making Chimerix an indirect wholly owned subsidiary of Jazz. As a result of this merger, Chimerix has terminated all offerings of its securities under these Registration Statements and has deregistered any unsold securities as of the date of this filing. The document certifies Chimerix's compliance with Form S-8 filing requirements and indicates the signing on behalf of the registrant by its Chief Financial Officer, Alan Campion, in Los Altos, California.

Form Type: S-8 POS

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312525087264

Filing Summary: On April 21, 2025, Chimerix, Inc. announced that it has undergone a merger as per the Agreement and Plan of Merger dated March 4, 2025. The merger was executed on the aforementioned date, resulting in Pinetree Acquisition Sub, Inc., a wholly-owned subsidiary of Jazz Pharmaceuticals, merging with Chimerix. Chimerix will now operate as an indirect wholly owned subsidiary of Jazz Pharmaceuticals. Following the merger, Chimerix has terminated all existing offerings of its securities pursuant to multiple previously filed Registration Statements, effectively deregistering any unsold securities. This action leads to the amendment of the Registration Statements to denote the removal of all registered but unsold securities. Consequently, there will be no securities remaining registered under these statements after this filing.

Form Type: S-8 POS

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312525087272

Filing Summary: On April 21, 2025, Chimerix, Inc. filed a Post-Effective Amendment to its Registration Statement on Form S-8 due to a merger agreement with Jazz Pharmaceuticals Public Limited Company. Under the agreement, Pinetree Acquisition Sub, Inc., a subsidiary of Jazz, merged with Chimerix, making it an indirect wholly owned subsidiary of Jazz. As part of this merger process, Chimerix has terminated all offerings of its securities associated with its multiple Registration Statements, effectively deregistering any unsold securities. The amendment details the scope of the securities involved, including shares associated with previous equity incentive plans and stock options. Post-merger, there will be no securities registered under the previous Registration Statements due to this comprehensive termination.

Form Type: S-8 POS

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312525087274

Filing Summary: On April 21, 2025, Chimerix, Inc. underwent a merger with Jazz Pharmaceuticals Public Limited Company, where Chimerix became an indirect wholly owned subsidiary of Jazz. This document serves as a Post-Effective Amendment to multiple Registration Statements on Form S-8. The amendments are filed to terminate the registration of all securities that remained unsold under these statements due to the completed merger. Chimerix effectively ceases to have any securities registered under the previous Registration Statements, thus deregistering all unsold securities as of this date.

Form Type: S-8 POS

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312525087275

Filing Summary: On April 21, 2025, Chimerix, Inc. filed a Post-Effective Amendment to its S-8 Registration Statements due to its merger with Jazz Pharmaceuticals Public Limited Company. This merger was executed according to the Agreement and Plan of Merger dated March 4, 2025, resulting in Chimerix becoming an indirect wholly owned subsidiary of Jazz. The filing indicates that Chimerix is terminating all offerings of its securities pursuant to the Registration Statements and deregistering any unsold securities as of the filing date. This includes multiple registration statements established for various equity incentive plans and stock options, effectively reflecting the new corporate structure following the merger.

Form Type: S-8 POS

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312525087282

Filing Summary: On April 21, 2025, Chimerix, Inc. completed a merger with Jazz Pharmaceuticals Public Limited Company, resulting in Chimerix becoming an indirect wholly owned subsidiary of Jazz. This merger was executed under the terms of a Merger Agreement dated March 4, 2025. Consequently, Chimerix has terminated all offerings of its securities under previously filed Registration Statements. The document includes the deregistration of any unsold securities under those Registration Statements, reflecting the completion of the merger transaction. This filing serves to notify the SEC of the changes and to formally terminate the effectiveness of the previous registrations.

Form Type: S-8 POS

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312525087287

Filing Summary: On April 21, 2025, Chimerix, Inc. filed a Post-Effective Amendment to its Registration Statements on Form S-8 due to the completion of a merger with Jazz Pharmaceuticals Public Limited Company and its subsidiary Pinetree Acquisition Sub, Inc. As per the Merger Agreement dated March 4, 2025, Chimerix merged into Purchaser, with Chimerix surviving as a wholly owned subsidiary of Jazz Pharmaceuticals. This filing serves to terminate all offerings of Chimerix's securities registered under the specified Registration Statements and deregister any unsold securities as of the filing date. The filing includes multiple Registration Statements, each reflecting a range of securities issues under various equity incentive plans.

Form Type: S-8 POS

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312525087290

Filing Summary: On April 21, 2025, Chimerix, Inc. filed a Post-Effective Amendment to its Registration Statements on Form S-8 as a result of the merger with Jazz Pharmaceuticals Public Limited Company. Pursuant to the Agreement and Plan of Merger dated March 4, 2025, the Purchaser, a wholly owned subsidiary of Jazz, merged with Chimerix which will now operate as an indirect wholly owned subsidiary of Jazz. Following this merger, Chimerix has terminated all offerings of its securities under the Registration Statements and has deregistered any unsold securities associated with them. The document serves to notify the SEC of these changes and states that all registrations are henceforth terminated. The filing certifies compliance with the Securities Act of 1933 requirements and is signed by the Chief Financial Officer, Alan Campion.

Form Type: S-8 POS

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312525087295

Filing Summary: On April 21, 2025, Chimerix, Inc. filed a Post-Effective Amendment to its Registration Statement on Form S-8 following its merger with Jazz Pharmaceuticals Public Limited Company. The merger, executed through an Agreement and Plan of Merger dated March 4, 2025, resulted in Chimerix becoming an indirect wholly owned subsidiary of Jazz Pharmaceuticals. This filing serves to terminate all offerings of securities under previous Registration Statements and deregister any unsold securities. Chimerix has ceased all registration for securities associated with its previous plans as a result of this merger.

Form Type: S-8 POS

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312525087299

Filing Summary: On April 21, 2025, Chimerix, Inc. completed a merger with Jazz Pharmaceuticals Public Limited Company and Pinetree Acquisition Sub, Inc. as per the Merger Agreement dated March 4, 2025. Following the merger, Chimerix has become an indirect wholly owned subsidiary of Jazz Pharmaceuticals. Consequently, Chimerix has terminated all offering of securities that were previously registered under several Registration Statements and filed Post-Effective Amendments to deregister any unsold securities. This document serves as a termination of the effectiveness of those Registration Statements, reflecting there will be no securities registered by Chimerix thereafter.

Form Type: S-8 POS

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312525087302

Filing Summary: On April 21, 2025, Chimerix, Inc. completed a merger with Jazz Pharmaceuticals Public Limited Company. Pinetree Acquisition Sub, Inc., a wholly owned subsidiary of Jazz, merged with Chimerix, which will now operate as an indirect wholly owned subsidiary of Jazz. As a result of this merger, Chimerix has terminated all offerings of its securities registered under 13 different Registration Statements, effectively deregistering any and all unsold securities. This filing serves to confirm the termination of effectiveness of these Registration Statements under the Securities Act of 1933.

Form Type: S-8 POS

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312525087308

Filing Summary: On April 21, 2025, Chimerix, Inc. completed a merger with Jazz Pharmaceuticals Public Limited Company, resulting in Chimerix becoming an indirect wholly-owned subsidiary of Jazz. This filing includes Post-Effective Amendments to deregister all unsold securities under various Registration Statements as a consequence of the merger. The Registration Statements include those for the 2002, 2012, 2013 Equity Incentive Plans, and the 2024 Equity Incentive Plan. Chimerix has terminated all offerings of its securities related to these statements, and there will be no outstanding securities registered thereafter.

Form Type: 10-K/A

Filing Date: 2025-04-16

Corporate Action: Merger

Type: Update

Accession Number: 000110465925035504

Filing Summary: Chimerix, Inc. filed Amendment No. 1 to their Form 10-K for the fiscal year ended December 31, 2024, originally filed on March 21, 2025. The amendment discloses that on March 4, 2025, Chimerix entered into an Agreement and Plan of Merger with Jazz Pharmaceuticals Public Limited Company. Under the terms of the agreement, Jazz Pharmaceuticals will acquire Chimerix for $8.55 per share in cash, amounting to a total consideration of approximately $935 million. The completion of this merger is contingent upon customary closing conditions, including the tender of a majority of the outstanding shares of Chimerix's voting common stock. This filing also includes certifications as required by the Sarbanes-Oxley Act. No further amendments or disclosures have been made to the original filing other than those specified in this amendment.

Form Type: SC14D9C

Filing Date: 2025-04-02

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925030909

Filing Summary: Chimerix, Inc. is the subject of a proposed acquisition by Jazz Pharmaceuticals Public Limited Company. This comes under an Agreement and Plan of Merger dated March 4, 2025, involving Pinetree Acquisition Sub, Inc., a wholly owned subsidiary of Jazz Pharmaceuticals. On March 21, 2025, a tender offer was commenced to purchase all outstanding shares of Chimerix at a price of $8.55 per share. If the tender offer is successful, a merger will follow, with Chimerix continuing as the surviving corporation, according to Delaware law. This document serves as a Solicitation/Recommendation Statement pertaining to this process, including an Employee and Director FAQ updated on April 2, 2025.

Form Type: 10-K

Filing Date: 2025-03-21

Corporate Action: Merger

Type: Update

Accession Number: 000111748025000004

Filing Summary: Chimerix, Inc. has filed its annual report on Form 10-K for the fiscal year ending December 31, 2024. Key highlights of this report include the ongoing merger negotiations with Jazz Pharmaceuticals and the operational impact of these discussions. The report outlines various risk factors, particularly focusing on the merger, which is subject to conditions beyond Chimerix's control and may affect operational efficacy and organizational relationships. The company also discusses its current financial condition, revenue uncertainties, and the potential for profitability depending on regulatory approvals of product candidates, notably dordaviprone. There are mentions of losses expected to continue in the foreseeable future and the need for robust development strategies to attract funding and partnerships. In addition, the filing includes audited financial statements and supplementary data illustrating the company's fiscal health, alongside a comprehensive assessment of market conditions and competitive landscape, notably including potential impacts from its sale of TEMBEXA assets to Emergent Biodefense Operations. The document captures forward-looking statements that address future operations, capital generation, product development timelines, and regulatory challenges.

Form Type: 8-K

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925020599

Filing Summary: On March 4, 2025, Chimerix, Inc. entered into a Merger Agreement with Jazz Pharmaceuticals Public Limited Company and Pinetree Acquisition Sub, Inc., wherein Jazz Pharmaceuticals will commence a tender offer to purchase all outstanding shares of Chimerix at a price of $8.55 per share. The tender offer is set to begin by March 24, 2025, and is contingent upon certain conditions being met. Upon completion of the tender offer, Pinetree Acquisition Sub will merge with Chimerix, making it a wholly-owned subsidiary of Jazz Pharmaceuticals. The agreement includes typical representations and warranties, along with operational covenants from Chimerix. A termination fee of $35 million is set if the agreement is terminated under certain circumstances. On March 5, 2025, a joint press release announced the merger agreement, further informing stakeholders about the tender offer and acquisition plans.

Form Type: 8-K/A

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925020884

Filing Summary: Chimerix, Inc. is filing an Amendment No. 1 to its Current Report on Form 8-K originally filed on March 5, 2025, to correct a typographical error in the Agreement and Plan of Merger dated March 4, 2025, between Chimerix, Jazz Pharmaceuticals Public Limited Company, and Pinetree Acquisition Sub, Inc. This amendment replaces Exhibit 2.1 with the corrected version. The original report also discussed Jazz Pharmaceuticals' proposed acquisition of Chimerix and included forward-looking statements regarding the tender offer, regulatory approval, and anticipated benefits from the acquisition, such as dordaviprone's potential in treating a rare oncology disease. The document informs stakeholders that materials related to the tender offer will be available and urges them to read these resources carefully as the tender offer has not yet commenced.

Form Type: SC14D9C

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925020603

Filing Summary: Chimerix, Inc. is set to undergo an acquisition by Jazz Pharmaceuticals Public Limited Company as per a Merger Agreement dated March 4, 2025. Jazz is expected to initiate a tender offer by March 24, 2025, to purchase all outstanding shares of Chimerix's common stock at $8.55 per share. Following the successful completion of the tender offer, the Purchaser will merge with Chimerix, with the latter continuing as the surviving entity in the merger. The communication includes forward-looking statements regarding the anticipated timeline and benefits of the acquisition, with emphasis on dordaviprone's potential role in improving treatment for certain oncology diseases. It also highlights the risks and uncertainties associated with the transaction, including the timing of regulatory approvals and market reactions. Stockholders are advised to carefully read the upcoming tender offer documentation and the Solicitation/Recommendation Statement due to the importance of the information it will contain.

Form Type: SC14D9C

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925020891

Filing Summary: Chimerix, Inc. is undergoing a proposed acquisition by Jazz Pharmaceuticals Public Limited Company as per a Merger Agreement dated March 4, 2025. Under this agreement, Jazz Pharmaceuticals plans to commence a tender offer by March 24, 2025, to acquire all outstanding shares of Chimerix's common stock at a price of $8.55 per share. The merger is expected to allow Chimerix to continue as the surviving entity post-transaction. The document outlines various communication tools used to inform employees and stakeholders about the acquisition, including LinkedIn posts, employee voicemails, and FAQs, all initiated on March 5, 2025. It highlights the forward-looking statements regarding potential benefits from the acquisition and addresses various risks and uncertainties related to the deal, including regulatory approvals, stockholder actions, and market reactions. Additionally, the filing serves as a solicitation/recommendation statement under Section 14(d)(4) of the Securities Exchange Act of 1934.